Mail Stop 6010


	February 23, 2006


Paul W. Sandman, Esq.
Executive Vice President, Secretary and General Counsel
Boston Scientific Corporation
One Boston Scientific Plaza
Natick, Massachusetts 01760-1537

Re:	Boston Scientific Corporation
	Joint Proxy Statement/Prospectus on Form S-4
      Filed February 6, 2006
	File No. 333-131608

Dear Mr. Sandman:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your filings in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Please update your filing to include any known information
about
your or Guidant`s financial position or results of operations
during
your or Guidant`s last completed fiscal year or quarter or for any
more recent developments that would be material to your or
Guidant`s
shareholders.  If you do not have any such information, please so
indicate in your response letter.

Outside Front Cover Page of Joint Proxy Statement/Prospectus

2. In the forepart of your prospectus, please highlight the
trading
price of Boston Scientific`s and Guidant`s common stock as of
January
24, 2006 (the last full trading day prior to the public
announcement
of the execution of the merger agreement) and as of a recent
practical date.  Clearly compare this information with the pro
forma
equivalent value per share of Guidant`s common stock as of January
24, 2006 and as of a recent practicable date.  Also, disclose the
implied value of the total consideration to be paid to Guidant`s
shareholders based on the closing price of Boston Scientific`s
common
stock as of January 24, 2006 and as of a recent practical date.

3. Please indicate the minimum and maximum number of shares of
Boston
Scientific common stock that may be issued in connection with the
merger on the cover page of the joint proxy statement/prospectus.

Forepart of Prospectus

4. Given that the exchange ratio will be determined using the
average
closing prices of your common stock during the 20 consecutive
trading
day period ending three days prior to the closing of the merger,
which may be after your and Guidant`s special meetings, please
clarify in the forepart of your prospectus the time period
anticipated between the date of the special meetings and the
closing
of the merger.

5. We note that Guidant Corporation has historically paid a
dividend
on its shares of common stock.  Please clarify in the forepart of
your prospectus whether you have historically paid dividends and
whether you currently intend to pay dividends on your common stock
after the consummation of the merger.

How will Boston Scientific pay for the cash portion of the merger
consideration?, page 3

6. Please describe the general terms, including, at a minimum, the
interest rate and term, of the financings(s) contemplated by the
commitment letter from Bank of America, N.A. and Merrill Lynch in
which those entities committed to provide, in the aggregate,
financing of up to $14 billion.  Please file the commitment
letter,
as revised, and any subsequent definitive agreements as exhibits
to
your registration statement.

Risk Factors, page 25

7. To the extent material, please supplement your disclosure to
discuss the risks associated with the recent patent claims Medinol
Ltd. filed with the World Intellectual Property Organization
against
Boston Scientific.

8. We refer you to that certain article in the Boston Globe dated
February 17, 2006, entitled "Medinol Ruling Hits Guidant."  In
your
response letter, please summarize the recent ruling in favor of
Medinol in its patent suit against Guidant and confirm if the
ruling
by Judge Shira Scheindlin described in the article is the February
10, 2006 court ruling on summary judgment motions referred to in
the
second full paragraph on page 66 of Guidant`s Form 10-K filed
February 22, 2006.  To the extent material, please supplement your
disclosure to discuss the salient facts of the most recent ruling
in
this case and the resulting risks to Guidant and, following
consummation of the merger, to Boston Scientific.

9. We note your discussion on page 34 indicating that Boston
Scientific expects to launch its TAXUS Liberte stent system in the
United States during the second half of 2006, subject to
regulatory
approval.  We also note your disclosure on page 30 regarding the
FDA
warning letters you and Guidant have each received in January
2006.
To the extent material, please supplement your disclosure to
discuss
the specific risks related to your launch of the Taxus Liberte
stent
system and your ability to maintain market share arising from the
January 26, 2006 FDA warning letter and its related sanctions.
In
addition, following consummation of the merger and assuming you
address the deficiencies cited in this FDA letter prior to the
launch
of the Taxus Liberte stent system, what effect, if any, do you
expect
the January 3, 2006 FDA warning letter issued to Guidant will have
on
the FDA`s approval of the Taxus Liberte stent system?

The combined company will derive a significant portion of its
revenue..., page 33

10. You disclose that coronary stent revenues for the combined
company on a pro forma basis represent approximately 20% of its
consolidated net sales during the nine month period ending
September
30, 2005.  To the extent material, please supplement this risk
factor
to discuss the impact of Johnson & Johnson`s drug-coated stent
products on your market share.

Unaudited Pro Forma Condensed Consolidated Financial Statements,
page
125

Pro Forma Adjustments; paragraph (d), page 135

11. With a view towards revised disclosure, please tell us whether
your assumption of a weighted average interest rate of 6.19% is a
reasonable estimate in light of your disclosure in your risk
factor
entitled "Boston Scientific expects that, upon consummation of the
merger, the credit ratings of the combined company will be
downgraded
from Boston Scientific`s current credit ratings and it is possible
that the combined company`s credit ratings could fall below
investment grade," and in light of any recent developments in that
regard.  Please expand your disclosure to explain in more detail
how
you calculated the weighted average interest rate and clarify how
potential downgrades would affect that calculation.

Undertakings

12. Include the undertakings required by Item 512(a) of Regulation
S-
K.  See Section II.F of SEC Release 33-6578 (April 23, 1985).

* * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Tim Buchmiller at (202) 551-3635 or me at
(202)
551-3444 with any questions regarding our comments.

      Sincerely,



      Perry Hindin
      Special Counsel


cc:	Peter D. Lyons, Esq. (via fax)
	Clare O`Brien, Esq. (via fax)
	Scott D. Petepiece, Esq. (via fax)

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Paul W. Sandman, Esq.
Boston Scientific Corporation
February 23, 2006
Page 1